Off-Balance Sheet Lease SPVs and VIEs – Focus on Lease-Related Unconsolidated Entities
Overview
This memo summarizes findings from recent 10-K filings of large-cap companies regarding off-balance sheet lease-related special purpose vehicles (SPVs) and variable interest entities (VIEs). The focus is on companies with significant lease-related unconsolidated VIEs/SPVs and those with structures similar to Meta Platforms Inc. ($META), where the company is not the primary beneficiary and thus does not consolidate the VIEs, but still has substantial maximum exposure to loss.
Key Findings
1. Meta Platforms Inc. ($META)
- Meta is not the primary beneficiary of its VIEs and does not consolidate them.
- As of Dec 31, 2025, maximum exposure to loss related to the Venture was $45.95B, including $1.83B carrying value of equity investment, lease commitments, estimated future fundings, and maximum residual value guarantee (RVG) threshold.
- Additional maximum exposure to loss in other VIEs was $5.58B, equal to the carrying value of investments.
2. Companies with Lease-Related Unconsolidated VIEs/SPVs or Similar Structures
Union Pacific Corp ($UNP)
- Engaged in lease transactions involving VIEs created solely for leasing railroad equipment/facilities.
- UP maintains and operates the assets but does not control activities that could materially impact fair value.
- Not the primary beneficiary; does not consolidate these VIEs.
Canadian Pacific Kansas City LtdCN ($CANADIAN PACIFIC KANSAS CITY LTDCN)
- Leases equipment from trusts (VIEs) financed by unrelated third parties.
- Variable interests arise from fixed price purchase options in lease agreements.
- Not the primary beneficiary; financial exposure limited to fixed lease payments ($15M in 2024).
Micron Technology Inc ($MU)
- Uses third-party Lease SPEs (VIEs) for equipment lease financing.
- Neither Micron nor financial institutions have equity interests in the Lease SPEs.
- Not the primary beneficiary; does not consolidate. As of Aug 28, 2025, had ~$1.58B of financial lease liabilities and right-of-use assets under these arrangements.
Jabil Inc ($JBL)
- As of Aug 31, 2025, $144M of payments related to a lease with a VIE for which Jabil is not the primary beneficiary.
- This is also Jabil's maximum exposure to loss related to the VIE.
Keurig Dr Pepper Inc ($KDP)
- As of Dec 31, 2024, entered into sixteen lease transactions with VIEs, each with a residual value guarantee (RVG).
- Not the primary beneficiary; not probable that KDP will owe an amount at the end of each lease term.
Waste Management Inc ($WM)
- Does not consolidate entities established to manage low-income housing properties (VIEs).
- Aggregate investment balance in these entities: $624M (2025), $707M (2024).
- Debt balance related to these investments: $616M (2025), $670M (2024).
- Trust funds for closure/environmental obligations are also unconsolidated VIEs.
Uber Technologies Inc ($UBER)
- Does not consolidate VIEs in which it is not the primary beneficiary.
- As of Dec 31, 2025: total assets $1,329M, maximum exposure to loss $1,509M.
- Unconsolidated VIEs consist of investments in privately-held companies, primarily vehicle fleet operators.
Table: Key Companies with Lease-Related Unconsolidated VIEs/SPVs or Meta-Comparable Structures
| Ticker | Company Name | Nature of Lease-Related VIE/SPV | Consolidated? | Maximum Exposure to Loss | Notes |
|---|---|---|---|---|---|
| $META | Meta Platforms Inc | Lease commitments, RVGs, equity investments in VIEs | No | $45.95B (Venture), $5.58B (other VIEs) | Not primary beneficiary; large off-balance sheet exposure |
| $UNP | Union Pacific Corp | Lease SPVs for railroad equipment/facilities | No | Not specified | Maintains/operates assets, no control over key activities |
| $CANADIAN PACIFIC KANSAS CITY LTDCN | Canadian Pacific Kansas City LtdCN | Lease trusts (VIEs) for equipment | No | $15M (2024 lease payments) | Exposure limited to fixed lease payments |
| $MU | Micron Technology Inc | Lease SPEs for equipment financing | No | ~$1.58B (lease liabilities/assets) | No equity interest, not primary beneficiary |
| $JBL | Jabil Inc | Lease with VIE | No | $144M | Not primary beneficiary |
| $KDP | Keurig Dr Pepper Inc | Lease transactions with VIEs (RVGs) | No | Not specified | Not probable KDP will owe at lease end |
| $WM | Waste Management Inc | Low-income housing property VIEs, trust funds | No | $624M (2025), $707M (2024) | Not primary beneficiary |
| $UBER | Uber Technologies Inc | Investments in fleet operator VIEs | No | $1,509M | Not primary beneficiary |
Conclusion
Several large-cap companies utilize off-balance sheet lease-related SPVs and VIEs, often for equipment leasing or real estate purposes. In most cases, these companies are not the primary beneficiary and do not consolidate the VIEs, but still retain significant maximum exposure to loss, similar to Meta Platforms Inc. ($META). The exposure typically arises from lease commitments, residual value guarantees, or other contractual obligations associated with these unconsolidated entities.
If further detail is required on a specific company or structure, please refer to the corresponding 10-K filing linked in the table above.
